Common use of Proposed Transactions Clause in Contracts

Proposed Transactions. (a) The Original Members hereby deem it advisable and in the best interest of the Company that the Company enter into the Merger Agreement, dated as of July 12, 1999, among the Company, SHP Acquisition, SHP Properties and Sunstone Hotel Investors, L.P., a Delaware limited partnership (the "Merger Agreement"), a form of which has been presented to the Members, and the transactions contemplated thereby, be, and each of them hereby is, in all respects authorized and approved; and the Managers are, and each of them hereby is, authorized to execute and deliver on behalf of the Company the Merger Agreement with such changes therein and additions or amendments thereto, and any and all ancillary documents (collectively with the Merger Agreement, the "Transaction Agreements"), in 24 such form as the Manager or Manager executing any of the Transaction Agreements shall approve, such Manager's execution thereof to be conclusive evidence of such approval. (b) All actions heretofore taken by any Member, any Manager or an authorized person within the meaning of the Act in connection with any matter referred to herein are hereby approved, ratified and confirmed in all respects. (c) The Managers are, and each of them hereby is, authorized, and directed to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments, certificates and other papers and instruments, in the name and on behalf of the Company or otherwise as each such Manager may deem necessary or appropriate to effectuate or carry out fully the purpose and intent of the Transaction Agreements and any of the transactions contemplated thereby.